The Stuff of Heroes
by Cascade of Dreams
Summary: Magneto and Dr. Doom have built a device to stop the Avengers, and the Avengers have been sent to take them down. The device goes off in a big explosion. When a man dressed as Captain America appears out of the smoke, things start to take a turn for the worse. Now, the heroes of Marvel must band together and face themselves, before everything that they love fades away.
1. Running from Shadows

**Hey Readers! I had this great idea and just had to write it! Technically, this is not an Avengers fic, it is an ****all-Marvel**** fanfiction! I'm so excited! I hope you are too. The X-Men, Fantastic Four, and other Marvel favorites will make their appearance here. If you don't see your faves (give it a few chapters) tell me in a review or PM and I will do my best to wiggle them in. There is plenty of room, especially towards the end. Any reviews and comments are appreciated greatly! Without further ado, let's begin!**

**-Cascade :)**

**Summary: Magneto and Dr. Doom have built a device to take down their enemies, and the Avengers have been sent to take them down. They are too late, and the device goes off in a big explosion. When a man dressed as Captain America appears out of the smoke, things start to take a turn for the worse. Now, the heroes of Marvel must band together and face themselves, before everything that they love fades away. **

**Disclaimer: I do not own any Marvel characters. The only characters I own are the ones from my own mind. And Night Wolf is mine too.**

* * *

Prologue: Running from Shadows

A lone figure raced through the city streets, boots pounding the concrete. The streetlights flickered in a night with no stars. The figure's hair fluttered out behind her as she ran, and it reflected red when it caught the light. As she passed by an alley she slid with one foot and turned into it, pressing her back against the grimy wall. Her chest heaved, but she did her best to quiet her breathing down.

On the wall across from her was a poster that was posted at about eye-level. It depicted a woman of medium height with ginger hair. Her most distinguishing feature, however, was her skin, which was a deep blue color. Underneath the picture was a caption: _Mystique-The Woman of 1000 Faces_.

The figure let out a sharp exhale of a laugh. She had to laugh. She looked down at the blue skin on her hands and grinned at the horrible situation she had been put into. The Woman with a Thousand Faces was running from shadows. Shadows that could probably kill her.

Mystique pulled her cape closer around her and pulled her hood up over her head. Her features shifted until she looked like a 19 year-old young woman with blond hair. She checked her hands once and then strode back onto the streets. This time, her pace was a little less frantic and her stride a little more confident.

After about ten minutes, she came to an intersection without a streetlamp. She looked left and right, and stepped one foot off of the curb. Suddenly, the gravel at the base of her feet exploded and she was thrown backwards. She slid two feet on the cement, leaving no skin on her elbows. Her hood was pushed back from her head by the blast.

Mystique looked up and saw a black and red suit of armor in the shape of a man land right in front of her. Then, a man wearing a trench coat stepped around the corner. Both took a step forward and loomed over her.

"Well, well, well," the man in the trench coat purred, "'dis little flower's a long way from home, no?"

Mystique was so terrified that she could hardly keep control of her changed form. Finally, her strength wavered and her features shifted back to her normal form. Both of the figures stood a little taller at the revelation.

"If it ain't Mystique," the trench coat man flashed a smile.

Mystique grinned nervously, "Swindle, Dynamo, you're both looking good." She addressed the man in the trench coat and the suit of armor in turn.

"Stop messing with us, Mystique," Dynamo rumbled coldly. "Now, is this anyway to repay us for keeping those S.H.I.E.L.D scumbags off your back?"

"Sorry, guys. I've been busy with the carnival and everything. Keeping under the radar, you know."

"Keepin' off de radar from us?" Swindle asked.

"I swear I'll pay you!" Mystique blurted out.

"You've missed three payments already," Dynamo pointed out.

"I was just going to get the money."

"You and I both know that that's a lie."

"Just let me go and I'll pay you!" Mystique's voice quavered.

"Oh, you're gonna pay us, darlin'," Swindle replied, "but not with money."

Suddenly, Mystique couldn't move her legs. She tried to struggle out of whatever was constricting them, but she couldn't shake it off and it was beginning to creep up her body. She looked down and saw web enveloping her body like a cocoon. She screamed, but there was nobody to hear her. The last thing she saw before the web covered her completely was the smiling face of Swindle and the stoic face of Dynamo. Then, the world went dark and silent. She was lifted up bodily and then blacked out.


	2. The X Factor

**Hey Readers! I had this great idea and just had to write it! Technically, this is not an Avengers fic, it is an ****all-Marvel**** fanfiction! I'm so excited! I hope you are too. The X-Men, Fantastic Four, and other Marvel favorites will make their appearance here. If you don't see your faves (give it a few chapters) tell me in a review or PM and I will do my best to wiggle them in. There is plenty of room, especially towards the end. Any reviews and comments are appreciated greatly!**

**P.S. I forgot to mention this. The Avengers are from the movieverse. The X-Men are mainly from X-Men: Evolution, but some elements from the movies will probably be incorporated. The Fantastic Four are whatever I eventually decide to do. Spiderman will most likely stem from the 1990's **_**Spiderman the Animated Series**_**. **

**-Cascade **

**Summary: Magneto and Dr. Doom have built a device to take down their enemies, and the Avengers have been sent to take them down. They are too late, and the device goes off in a big explosion. When a man dressed as Captain America appears out of the smoke, things start to take a turn for the worse. Now, the heroes of Marvel must band together and face themselves, before everything that they love fades away. **

**Disclaimer: I do not own any Marvel characters. The only characters I own are the ones from my own mind. And Night Wolf is mine too.**

* * *

Chapter One: The X Factor

"That was a really stupid thing to do, Tony," Captain America scolded the billionaire as he pulled off his red boot. All of the Avengers were taking off their suits in S.H.I.E.L.D's Helicarrier, and some of them were having more luck than others.

"You're telling me after you lost your shield to him?" Tony shot back. He was struggling to get his armor off. All of the pieces had been magnetized together during their last fight. "Little help, big guy?" he held his arm out to Thor. The Asgardian grabbed a hold of his lower arm and yanked the armor off. "Thanks," Tony said as Thor went to work on his other arm.

"If someone's name is Magneto, you can bet their powers have something to do with magnets or metal," Bruce chipped in.

"I just thought it was a cool name," Tony said as Thor pried his chest plate off.

"There you are, man of iron," Thor smiled as he pried the last of Tony's armor off.

Tony set his armor up in its case. "Next time I'll be ready, you can be sure about that."

"I hope so," Captain America hung up his uniform and shrugged on a jacket. He made his way to the bridge of the Helicarrier where he was met by Nick Fury. The dark-skinned director of S.H.I.E.L.D had a sour look on his face. "What's up, Fury?"

"I wanted you guys to take care of Magneto and Dr. Doom and what happened?" Fury roared.

"So we didn't know Magneto had control over metal. You didn't exactly give us a warning on these guys," Steve's eyes narrowed. "We'll do better next time."

"If there is a next time," Fury huffed. "It's going to be hard to track those two down again."

"What are they doing that's so bad anyway?"

"If Magneto and Dr. Doom are in cahoots, it can't be good."

"Well, we'll be ready when they pop up next."

"Yes, you will."

Steve raised an eyebrow, "What's that supposed to mean?"

Fury sighed, "I don't doubt your abilities, Cap, but I'm going to call in some extra manpower."

"We don't need extra manpower," Steve protested. "We're fine as we are. We don't need help."

"With Magneto, you do."

"Well, who do you have in mind?" Steve didn't know what to think now.

"Oh, I have a few ideas. Don't you worry. Now go and get ready in case those scumbags show up in our radar."

Steve turned and made his way back into the Helicarrier. If Fury was thinking about bringing in new recruits, he couldn't help but worry. If they were going to stop Magneto and Dr. Doom, they wouldn't have time to train new recruits. Steve just prayed that Fury knew what he was doing.

* * *

Logan turned the screw three more times and sat back on his heels to admire his work. The other day, a storm had taken out the satellite TV in the X-Mansion, and today Wolverine had been commissioned to fix it because the weather had finally cleared up. It had taken him the better part of an hour and a half, but now he was finally done. The kids would be happy to have their channels back, and he would finally have an excuse to get away from them for a while. They had been bothering him almost nonstop for the past 24 hours. He wiped his brow and put his tools back in their toolbox.

Suddenly, he heard the sound of a helicopter and he froze in place. A helicopter landed in the backyard, and he saw Professor Xavier approach it in his wheelchair. A man stepped out of the helicopter to greet Charles Xavier. Logan caught a whiff of a familiar scent, and growled deep in his throat. The man looked up, and Logan shuffled through his tools like he had a lot of things to do.

Once the pair had disappeared into the mansion, Logan closed his toolbox and stood up, wondering what S.H.I.E.L.D wanted with the X-Men. _Logan,_ Xavier's thoughts penetrated his own. _Come into my office, I want to speak with you_.

_Can do, Charles_, Logan thought back as bile rose in the back of his throat. He picked up his toolbox, swung himself onto the ladder, and slid down it all the way without touching a single rung. Once he reached the ground, he turned to see Iceman watching him.

"Nice," Bobby said, commenting on Wolverine's slide from the top of the mansion.

Logan walked over to him and shoved the toolbox into his hands. "Here, kid. Put this away for me, will ya? I got stuff to do." He turned heel and headed into the mansion.

Logan reached Xavier's office and stood outside the door for a moment. "You wanted to see me, Chuck?" Logan asked as he opened the door.

"Yes, please come in," Charles' voice beckoned him. Xavier was sitting behind his desk, and the visitor was sitting in the chair opposite of him. Logan picked the chair to his right and settled himself into it.

"Well, well, well," the visitor turned to him, "if it isn't Logan."

"What do you want, Fury?" Logan growled.

"He wants our help," Xavier interjected. "Hear him out, Logan."

"Alright," Logan leaned back in his chair.

"Thank you," Nick Fury turned to Professor Xavier. "We have a problem. S.H.I.E.L.D has been tracking two baddies for a week. We engaged them the other day, and the Avengers barely escaped with their lives. They were totally unprepared for the battle, and that's why we need your help. We need to stop these villains."

"And who exactly are they?" Logan inquired.

"Magneto and Dr. Doom."

"And they went after them without any idea how to deal with them?"

"That's why we need your help."

"Not a chance."

"Hmm," Xavier had his head resting on his interlaced fingers in thought. "I'm willing to extend a helping hand to you, Fury, on one condition."

"Name it,"

"You bring my X-Men back to me in one piece and treat them with respect."

"Technically that's two, but I can easily do both."

"Excellent."

Logan looked at the Professor, "You can't be serious, Chuck. We can handle Magneto all on our own."

"Maybe, Logan," Xavier replied, "but there are times when we should combine forces. This seems like one of those times."

"Fine," Logan grumbled. "I hope you're right about this, Chuck." He looked back at Fury, "So who do you want on this mission?"

"I'll leave that to the Professor's discretion."

Logan turned back to look at the door, which was open a crack, "Alright you two, you can come out now."

The door opened all the way and two people stepped into the room. One was a girl with auburn hair that had a white streak in the front. The other was a guy with brown hair and red-on-black eyes. Both of them hung their heads as they entered the room.

"Rogue, Gambit, I could hear and smell you out there. You know better than that," Logan scolded.

"We wanted to know what was goin' on," Gambit explained.

"So who's going on the mission, Professor?" Rogue inquired.

"I've been thinking about that," Xavier replied. "Logan, I want you to go." Logan wasn't surprised. He had a bit of experience with S.H.I.E.L.D before. "Rogue, Gambit, I also would like you to go." The two of them did a little celebration, but a glare from Logan told them they weren't out of the doghouse yet. "Logan, I also want you to take Nightcrawler, Angel, and Night Wolf with you. Have everyone get ready and meet Nick Fury in the back in twenty minutes."

"Alright, Charles," Logan rose from his seat. He turned to Rogue and Gambit, "You two heard him. Out back in twenty minutes. Don't be late." Rogue hurried to her room, and Gambit made his way out of the room slowly.

Logan came to Nightcrawler's room first. He rapped gently on the door, and Kurt opened the door. Kurt Wagner was a blue-furred elf-looking creature with a prehensile tail and three fingers on each hand. "Can I help you, Logan?" he asked in a German accent.

"Get packed, elf, we're going on a little trip."

"Vunderbar!" he exclaimed. "When do I haf to be ready?"

"Meet me out back in twenty minutes."

"Awesome!" Kurt closed the door and hurried to get ready.

Next Logan came to Angel's room. "Warren," Logan called as he knocked on the door. A handsome young man with blond hair answered the call.

"Yes, Logan?" he asked.

"You up for a little adventure?"

"Sure. Where are we going?"

"We've got a date with S.H.I.E.L.D. Be ready and out back in twenty minutes."

"I'll be there."

Then Logan came to the next room. He took a deep breath and knocked on the door. "Come in," a voice called. Logan opened the door and stepped inside the room. A girl with short black hair and hazel eyes sat on her bed with a book on her lap. Elizabeth Blackwood aka Night Wolf looked completely at home right where she was, but her eyes were bright with the thought of adventure. She looked up when Logan entered and smiled. "What's up?" she asked.

"We're gonna to go on a mission. Are ya up for it?"

"Of course!" she jumped off the bed. "Do we need to suit up?"

"Just bring your outfit. And an extra set of clothes. We're meeting out back in twenty minutes."

"Can do," she headed for her closet, and Logan exited the room.

The last room Logan went to was his own. He picked up a duffel bag and threw it on his bed. In it he put an extra set of clothes, and extra set of shoes, his black X-men uniform, and his orange Wolverine uniform. He seemed satisfied with his packing, hung his duffel bag over one shoulder, and headed for the helicopter.

When he got there, Fury was standing outside of the helicopter with Gambit next to him. Logan stood and waited for everyone else to get there. Kurt was the first to arrive, making his appearance out of nowhere. Next was Elizabeth, who came racing out of the mansion with Warren in tow. Lastly was Rogue, who was brushing her hair into place as she walked up to the helicopter. Everyone had a duffel bag clutched in their hands and an excited look on their face.

"Are we all here?" Fury asked, his one good eye sweeping the group.

"This is everyone," Logan confirmed.

"Let's go, everyone," Fury turned and walked into the helicopter, followed by the other X-Men in random order. Logan was the last to enter. He gazed back at the mansion and sighed. Whatever was going on, Logan knew that things wouldn't be the same when they returned to the X-Men. Finally, he turned and settled himself into the helicopter. The rotors began moving faster and faster, and eventually it lifted off into the sky, leaving the Xavier Institute behind.


End file.
